Gold Springs Resource Announces Closing of CAD$2,000,000 Non-Brokered Private Placement

VANCOUVER, BC / ACCESSWIRE / September 18, 2023 / Gold Springs Resource Corp. (TSX:GRC)(OTCQB:GRCAF) (the "Company") is pleased to announce the closing of a CAD$2,000,000 non-brokered private placement of 20,000,000 common shares of the Company(the "Shares") at a price of CAD$0.10 per Share with no commissions paid or warrants issued.

The private placement will be used for working capital, including to repay working capital advances of one million Canadian dollars already received by the Company.The Shares issued will be subject to a four-month hold period from the closing date. The Shares offered have not been, and will not be, registered under the U.S. Securities Act or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor in any other jurisdiction.

The president, CEO and director of the Company has provided working capital advances through one of his companies and participated in the private placement for CAD$ 453,840. Therefore, he is a "related party" of the Company as defined by Multilateral Instrument 61-101- Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions provided by MI 61-101, both from the formal valuation requirement and the minority shareholder approval requirement under sections 5.5(a) and 5.7(1)(a), respectively, on the basis that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves the investing director, exceeds 25 per cent of the Company's market capitalization calculated in accordance with MI 61-101. The Company did not file a material change report more than 21 days before the expected closing date of the private placement as the Company closed on an expedited basis to provide additional required funding for its ongoing working capital requirements.